within the United States in each and every year taxable year of Lessor throughout the entire term
of this Lease. If as a result of any breach of the representation, warranty and covenant contained
in the immediately preceding sentence, any item of income, credit or deduction with respect to the
Aircraft shall not be treated as derived from or allocable to, sources within the United States for
any taxable year of Lessor (any such event hereinafter referred to as a “**Foreign Loss**”), then
Lessee shall pay to Lessor as an indemnity, on the next succeeding rental payment date, or in any
event within 30 days after written demand to Lessee by Lessor, such amount as, after deduction of
all taxes required to be paid by Lessor in respect of the receipt of such amounts under the laws of
any federal, state or local government or taxing authority of the United States, shall equal the
sum of: (i) the excess of (x) the foreign tax credits which Lessor would have been entitled to for
such year had no such Foreign Loss occurred over (y) the foreign tax credits to which Lessor was
limited as a result of such Foreign Loss and (ii) the amount of any interest, penalties or
additions to tax payable as a result of such Foreign Loss.